Square Four Projects India Ltd Directors Report

DIRECTORS REPORT TO THE SHAREHOLDERS

Your Directors hereby present the 34^th Annual Report and Audited financial statement for the year ended 31^st March 2026.

Financial summary or highlights/Performance of the Company

Financial Result	Standalone		Consolidated
	Year Ended 31.03.2026	Year Ended 31.03.2025	Year Ended 31.03.2026	Year Ended 31.03.2025
Revenue from Operations	-	-	-	-
Other Income	38.43	52.29	1.36	23.61
Total Revenue	38.43	52.29	1.36	23.61
Total Expense	25.28	22.98	26.15	24.31
Profit /(Loss) Before Tax	13.15	29.32	(24.79)	(0.70)
Tax Expenses	3.42	7.08	3.42	7.08
Profit /(Loss) for the Year	9.73	22.24	(28.21)	(7.78)
Total Comprehensive Income/(Loss) for the Year	9.73	22.24	(28.21)	(7.78)
EPS (Rs.) Basic	0.05	0.11	(0.14)	(0.04)
Diluted	0.05	0.11	(0.14)	(0.04)
Equity Capital	980.89	980.89	980.89	980.89
Retained Earnings	(436.45)	(446.18)	(587.30)	(559.09)

Brief description of the Companys working during the vear/State of Companys affair:

The Companys object is to deal in real estate activities and the Company always try to explore better business opportunities. During the year, your Company reported a profit of Rs. 9.73 lakhs vis-a-vis profit of Rs. 22.24 lakhs in the previous year. Total revenue decreased from Rs. 52.29 lakhs in previous year to Rs. 38.43 lakhs in the current year.

Dividend

In order to conserve the resources, the directors do not propose to declare any dividend for the year under report.

Transfer to Reserves

The Company has not transferred any amount to any Reserves.

Change in the nature of business, if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2026 and the date of this Report of the Directors.

Subsidiary / Joint Ventures / Associates

The Company has one Wholly Owned subsidiary namely M/s. BRC Construction Co. Pvt. Ltd. The consolidated accounts of the Company along with the subsidiary are being disclosed in the financial Statement of the Company and are forming a part of the financial Statement and the particulars are given vide form AOC-1 enclosed with the report and marked as Annexure - I. The performances of the subsidiary Company as mentioned therein are self-explanatory.

Share Capital

The paid-up Equity Share Capital as on March 31, 2026 was Rs. 9,80,89,000/-. During the year under review the company has not issued any shares or any convertible instruments.

Management Discussion and Analysis:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure - II to this report.

Internal Financial Control

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. Companys Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Companys website at www.squarefourgroup.in. However, as per Annexure B to the Independent Auditors Report, the auditors have identified a material weakness stating that the Company did not have an adequate internal financial control system with respect to the periodic fair valuation of financial instruments classified under Ind AS 109, specifically regarding the investments aggregating to Rs. 39,50,000. The Board acknowledges the auditors observation and wishes to clarify that because the management held a firm view that the intrinsic value of these unquoted investments exceeded their cost price, formal internal controls for periodic fair valuation were not prioritized. The Audit Committee has been directed to review the internal financial control framework and design necessary controls and standard operating procedures to ensure periodic fair valuation of all financial instruments in accordance with applicable accounting standards.

Risk Management

The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted Risk Management policy and implemented for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

Directors / Key Managerial Personnel (KMP)

In accordance with the provisions of Companies Act, 2013 Mr. Somnath Samanta (DIN: 02970050), Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Code of Conduct is available on the Companys website: www.squarefourgroup.in. All the Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. The Board also hereby confirms that in its opinion, the Independent Directors of the Company fulfil the conditions / criteria specified under the Act and SEBI (LODR) Regulations, 2015, as amended, and also are independent of the management. The Independent Directors have also registered themselves in the databank with the Institute of Corporate Affairs of India as per Rule 6(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014. The declaration was placed and noted by the Board in its meeting held on 30.05.2025. The Independent Directors meeting in terms of Schedule IV to the Companies Act, 2013 was held on 31.12.2025.

Annual Evaluation of Boards Performance

The Board of Directors has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. Whereas, the performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and nonexecutive directors.

At the Board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent directors being evaluated.

Key Managerial Personnel

The following persons are the Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Ganesh Kumar Singhania - Managing Director

b) Mr. Praveen Kumar Kanodia-CFO

c) Ms. Sneha Saraswat- Company Secretary (Resigned w.e.f. 05.03.2026)

d) Ms. Richa Saraf-Company Secretary (Appointed w.e.f. 05.03.2026)

Audit Committee

The Audit Committee comprises of the following Directors as on date:

Name	Status	Category
Mr. Ravish Kumar Sharma	Chairman	Independent Director
Mrs. Ankita Agarwal	Member	Independent Director
Mr. Somnath Samanta	Member	Non-Executive NonIndependent Director

During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors as on date:

Name	Status	Category
Mr. Ravish Kumar Sharma	Chairman	Independent Director
Mrs. Ankita Agarwal	Member	Independent Director
Mr. Somnath Samanta	Member	Non-Executive NonIndependent Director

The Companys Remuneration Policy is available on the Companys website www.squarefourgroup.in and is attached as Annexure - III and forms part of this Report of the Directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors as on date:

Name	Status	Category
Mr. Ravish Kumar Sharma	Chairman	Independent Director
Mrs. Ankita Agarwal	Member	Independent Director
Mr. Somnath Samanta	Member	Non-Executive NonIndependent Director

Meetings of Board and Committees Board Meetings

During the financial year 2025-2026, the Board met 7 times on 30.05.2025, 27.06.2025, 05.08.2025,

18.08.2025, 12.11.2025, 12.02.2026 and 05.03.2026.

The attendance of Directors in the aforesaid meetings are as follows: -

NAME OF THE DIRECTORS	DESIGNATION	DATE OF BOARD MEETINGS
		30.05.2025	27.06.2025	05.08.2025	18.08.2025	12.11.2025	12.02.2026	05.03.2026
Ganesh Kumar Singhania	Managing Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Somnath Samanta	Non-Executive Non Independent Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Ankita Agarwal	Independent Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Ravish Kumar Sharma	Independent Director	Yes	Yes	Yes	Yes	Yes	Yes	Yes

Audit Committee Meetings

During the financial year 2025-2026, the Committee met 4 times on 30.05.2025, 05.08.2025, 12.11.2025 and 12.02.2026.

The attendance of Members in the aforesaid meetings are as follows: -

Name of the Committee Members	30.05.2025	05.08.2025	12.11.2025	12.02.2026
Mr. Ravish Kumar Sharma	Yes	Yes	Yes	Yes
Mrs. Ankita Agarwal	Yes	Yes	Yes	Yes
Mr. Somnath Samanta	Yes	Yes	Yes	Yes

Nomination and Remuneration Committee Meetings

During the financial year 2025-2026, the Committee met once on 05.03.2026.

The attendance of Members in the aforesaid meeting is as follows: -

Name of the Committee Members	05.03.2026
Mr. Ravish Kumar Sharma	Yes
Mrs. Ankita Agarwal	Yes
Mr. Somnath Samanta	Yes

Stakeholders Relationship Committee Meetings

During the financial year 2025-2026, the Committee met once on 05.03.2026. The attendance of Members in the aforesaid meeting is as follows: -

Name of the Committee Members	05.03.2026
Mr. Ravish Kumar Sharma	Yes
Mrs. Ankita Agarwal	Yes
Mr. Somnath Samanta	Yes

Meeting of Independent Directors

During the financial year under review the Independent Directors of the Company met on 31.12.2025. All the independent directors attended the meeting.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2026 and state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any except for the departure regarding the fair valuation of certain investments under Ind AS 109 and Ind AS 113, as detailed in the auditors report and the Boards explanations;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis though the operations of the Company have been suspended and almost all of its fixed assets have been disposed of;

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively except the material weakness as identified by the auditors regarding the controls over the periodic fair valuation of financial instruments; and

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Particulars of contracts or arrangements with related parties:

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of Business and on arms length basis. Declaration for Related Party Transactions in terms of Form AOC-2 is enclosed and marked as Annexure - IV.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.squarefourgroup.in. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Vigil Mechanism/ Whistle Blower policy

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism / Whistle Blower policy which is available on the Companys website www.squarefourgroup.in.

Corporate Social Responsibility

The provision of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company.

Listing

The shares of the Company are listed on the BSE Ltd. The Companys shares are compulsorily traded in the dematerialized form. The ISIN number is INE716K01020. The listing fee to the said stock exchange has been paid for the financial year 2026-27.

Corporate Governance

The provisions of Corporate Governance is not applicable to the Company as the Companys paid-up equity share capital is less than Rs. 10 Crores and net-worth is less than Rs. 25 Crores. However, the Company suo-moto comply with most of its provisions.

Audit and Auditors

In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014 as amended, M/s. P A R V & Associates, Chartered Accountants, (Firm Registration No.- 032073C), was appointed as the Auditors of the Company from conclusion of the 33rd AGM until conclusion of the 38th AGM of the Company scheduled to be held in the year 2030.

The members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139 of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement for ratification of Auditors appointment at every AGM has been done away. Therefore, the requirement of ratifying the appointment of M/s. P A R V & Associates., as the Auditors of the Company at every AGM does not arise.

Your Company has received a certificate from M/s. P A R V & Associates., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the provisions of Regulation 33 of the Listing Regulations.

The Auditors Report on the financial statements for the financial year 2025-26 contains certain qualification or adverse remarks on which the Board has provided its explanation below:

Auditor Observation

Board Comments

The Company has not carried out the fair valuation of certain investments amounting to Rs. 39,50,000 as required under Ind AS 109 read with Ind AS 113. In the absence of this valuation, the auditors are unable to determine the consequential impact on carrying values, profit or loss, other comprehensive income, and related disclosures.

The investments in question pertain to unquoted equity shares in a wholly- owned subsidiary and other related parties. It is the considered opinion of the Management that the intrinsic worth of these investments is greater than the amount invested by the Company. Consequently, the fair value is taken at their cost price. However, the Board takes note of the requirement under Ind AS 109 and Ind AS 113 and will initiate steps to obtain formal fair valuation reports from registered valuers for future reporting periods to ensure strict compliance.

Secretarial Audit

Secretarial Audit was conducted during the year by Mr. Asit Kumar Labh, Peer Reviewed Practicing Company Secretary (ACS - 32891, C.P. No. - 14664) in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors Report is attached as Annexure - V and forms a part of this Report of the Directors.

The Secretarial Auditors Report for the financial year 2025-26 contains certain qualification or adverse remarks on which the Board has provided its explanation below:

Auditor Observation

Board Comments

Shareholding Pattern filed with the Stock Exchange in terms of Regulation 31 of the Listing Regulations, for quarter ended June 30, 2025 has been filed on 30.07.2025, resulting delay. BSE Ltd. has levied a fine of Rs. 21,240 (including GST) on the Company for the said delay which has been paid by the Company.

The Board notes the observation made by the Secretarial Auditor regarding the delayed submission of the Shareholding Pattern for the quarter ended June 30, 2025. This delay was entirely inadvertent and resulted from unforeseen administrative constraints. The Board confirms that the requisite fine of Rs. 21,240 (including GST) levied by BSE Ltd. was promptly paid. To prevent any such recurrence, the management has strengthened its internal compliance tracking mechanism to ensure strict and timely adherence to all filing timelines under the SEBI (LODR) Regulations.

Internal Audit

In terms of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, Mr. Praveen Kumar Kanodia, Chief Financial Officer of the Company was the Internal Auditor for the Company during the financial year.

Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Deposits

The Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013.

Loans, guarantees and investments

The particulars of loans guarantees and investments made in securities under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 has been provided in the financial statements of the Company.

Conservation Of Energy, Technology Absorption. Foreign Exchange Earning and Outgo

In compliance with the provisions of section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 your company has to report that:

a) Your Company has neither carried out any Research and Development Work nor spent any amount on it.

b) There were no foreign exchange earnings or outgo.

Compliance with the Maternity Benefit Act, 1961

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961 including the applicable amendments.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return is available on the Companys website at www.squarefourgroup.in and may be accessed through the following web-link: https://www.sauarefourgroup.in/Essen Docoments/Squarefour MGT 7 2025 2026.pdf

Particulars of Employees

Information in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, regarding employees is given in Annexure - VI forming part of the Directors Report.

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Fraud

There has been no report of any cases of fraud in the company.

Cost Audit and Cost Records

The provisions of the Act in relation to cost audit and maintaining cost records are not applicable on your Company.

Disclosures under Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013

During the financial year 2025-2026, the Company had only 2 employees. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the mandate to constitute an Internal Complaints Committee (ICC) is applicable only to workplaces

having 10 or more employees. Accordingly, the statutory requirement to form an ICC is not applicable to the Company for the year under review.

However, the Company remains strictly committed to providing a safe, secure, and harassment-free workplace environment for all individuals. The Board confirms that no cases or complaints pertaining to sexual harassment were reported or received during the financial year 2025-2026.

The following are the summary of the complaints received and disposed of during the year:

No. of Complaints received during the year	No. of Complaints disposed off during the year	No. of Complaints pending for more than 90 days
0	N.A.	N.A.

Secretarial Standards

The Board of Directors hereby affirms that your Company has adhered to the Secretarial Standards

as prescribed by the Institute of Company Secretaries of India during the financial year under report.

Disclosures with respect to demat suspense account/ unclaimed suspense account

(a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year - Nil

(b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year - Nil

(c) number of shareholders to whom shares were transferred from suspense account during the year - Nil

(d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year - Nil

(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares - Not applicable

Other disclosures:

(a) The Company has not entered into any one-time settlement proposal with any Bank or financial institution during the year.

(b) As per available information, no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016 nor any proceedings thereunder is pending as on

31.03.2026.

(c) Company has not received any loan from Directors during the financial year under report.

(d) There is no employee drawing remuneration more than Rs. 1.02 Crore per annum or Rs.8.50 Lakh per month or part of the month during the year under report.

(e) The Company has no outstanding towards any MSME entity as on 31.03.2026.

(f) Agreement that subsists under Clause 5A to para-A of Schedule III to the Listing Regulations: None.

(g) Particulars of Senior Management including the changes therein since the close of the previous financial year: Ms. Richa Saraf has been appointed as Company Secretary of the Company w.e.f.

05.03.2026 in place of Ms. Sneha Saraswat who has resigned from the Company w.e.f.

05.03.2026.

(h) Details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions - None

(i) During the year under review, the Board accepted all recommendations made by the Committees of the Board which were mandatorily required to be considered by the Board under applicable law. Accordingly, no instance arose during the year where the Board did not accept any recommendation of any Committee of the Board.

Acknowledgement

Your directors acknowledge the continued support extended by the bankers, clients and employees of the Company.

Place: Kolkata	On behalf of the Board
Date:05.08.2026	For Square Four Projects India Limited
	Sd/-	Sd/-
	Ganesh Kumar Singhania	Somnath Samanta
	(Managing Director)	(Director)
	DIN:01248747	DIN:02970050